Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CCUR Holdings, Inc. | |
Entity Central Index Key | 0000749038 | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Trading Symbol | CCUR | |
Entity Common Stock, Shares Outstanding | 8,972,524 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 18,285,000 | $ 9,336,000 |
Equity Securities, Fair Value | 7,754,000 | 7,372,000 |
Fixed maturity securities, available-for-sale, fair value | 14,784,000 | 21,429,000 |
Current maturities of mortgage and commercial loans receivable | 4,285,000 | 3,878,000 |
Advances receivable, net | 9,866,000 | 11,436,000 |
Prepaid expenses and other current assets | 1,148,000 | 1,204,000 |
Total current assets | 56,122,000 | 54,655,000 |
Land investment | 3,596,000 | 3,568,000 |
Deferred income taxes, net | 6,646,000 | 6,632,000 |
Mortgage and commercial loans receivable, net of current maturities | 101,000 | 1,695,000 |
Definite-lived intangibles, net | 1,773,000 | 1,870,000 |
Goodwill | 480,000 | 480,000 |
Other long-term assets, net | 1,103,000 | 950,000 |
Total assets | 69,821,000 | 69,850,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 898,000 | 803,000 |
Management fee payable | 3,059,000 | 2,841,000 |
Total current liabilities | 3,957,000 | 3,644,000 |
Long-term liabilities: | ||
Pension liability | 4,192,000 | 4,005,000 |
Other long-term liabilities | 844,000 | 912,000 |
Total liabilities | 8,993,000 | 8,561,000 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Shares of common stock, par value $0.01; 14,000,000 authorized; 8,797,671 issued and outstanding at September 30, 2020, and June 30, 2020 | 88,000 | 88,000 |
Capital in excess of par value | 209,283,000 | 209,223,000 |
Non-controlling interest | 1,224,000 | 1,261,000 |
Accumulated deficit | (142,674,000) | (143,077,000) |
Accumulated other comprehensive loss | (7,093,000) | (6,206,000) |
Total stockholders' equity | 60,828,000 | 61,289,000 |
Total liabilities, non-controlling interest, and stockholders' equity | $ 69,821,000 | $ 69,850,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Jun. 30, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 14,000,000 | 14,000,000 |
Common Stock, Shares, Issued | 8,797,671 | 8,797,671 |
Common Stock, Shares, Outstanding | 8,797,671 | 8,797,671 |
Series Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 1,250,000 | 1,250,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Class A [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 |
Preferred Stock, Shares Authorized | 20,000 | 20,000 |
Preferred Stock, Shares Issued | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||
Merchant cash advance fees and other revenue | $ 668 | $ 1,448 |
Interest on mortgage and commercial loans | 242 | 283 |
Total revenues | 910 | 1,731 |
Operating expenses: | ||
Selling, general, and administrative | 1,085 | 1,334 |
Amortization of purchased intangibles | 97 | 120 |
Change in fair value of contingent consideration | 0 | 10 |
Provision for credit losses on advances | 52 | 216 |
Total operating expenses | 1,234 | 1,680 |
Operating (loss) income | (324) | 51 |
Other interest income | 1,360 | 2,137 |
Realized gain on investments, net | 532 | 1,076 |
Unrealized (loss) gain on equity securities, net | (1,045) | 469 |
Other income, net | 75 | 1 |
Income before income taxes | 598 | 3,734 |
Provision for income taxes | 231 | 173 |
Net income | 367 | 3,561 |
Less: Net loss (income) attributable to non-controlling interest | 22 | (155) |
Net income attributable to CCUR Holdings, Inc. stockholders | $ 389 | $ 3,406 |
Earnings per share attributable to CCUR Holdings, Inc. stockholders: | ||
Basic | $ 0.04 | $ 0.39 |
Diluted | $ 0.04 | $ 0.39 |
Weighted average shares outstanding - basic | 8,797,671 | 8,756,156 |
Weighted average shares outstanding - diluted | 8,856,691 | 8,809,572 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||
Net income | $ 367 | $ 3,561 |
Other comprehensive (loss) income: | ||
Net unrealized loss on available for sale investments, net of tax | (728) | (171) |
Foreign currency translation adjustment | (114) | 98 |
Pension and post-retirement benefits | (45) | 90 |
Other comprehensive (loss) income: | (887) | 17 |
Comprehensive (loss) income | (520) | 3,578 |
Comprehensive loss (income) attributable to non-controlling interest | 22 | (155) |
Comprehensive (loss) income attributable to CCUR Holdings, Inc. stockholders | $ (498) | $ 3,423 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Capital In Excess Of Par Value [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-Controlling Interest [Member] | Total |
Balance at Jun. 30, 2019 | $ 87 | $ 208,881 | $ (150,795) | $ (6,579) | $ 762 | $ 52,356 |
Balance (in shares) at Jun. 30, 2019 | 8,756,156 | |||||
Share-based compensation expense | 99 | 99 | ||||
Other comprehensive (loss) income: | ||||||
Net income (loss) | 3,406 | 155 | 3,561 | |||
Unrealized loss on available-for-sale investments | (171) | (171) | ||||
Foreign currency translation adjustment | 98 | 98 | ||||
Pension plan | 90 | 90 | ||||
Total comprehensive income (loss) | 3,578 | |||||
Balance at Sep. 30, 2019 | $ 87 | 208,980 | (147,389) | (6,562) | 917 | 56,033 |
Balance (in shares) at Sep. 30, 2019 | 8,756,156 | |||||
Balance at Jun. 30, 2020 | $ 88 | 209,223 | (143,077) | (6,206) | 1,261 | 61,289 |
Balance (in shares) at Jun. 30, 2020 | 8,797,671 | |||||
Share-based compensation expense | 126 | 126 | ||||
Forfeitures of restricted stock | (66) | (66) | ||||
Dividends forfeited with restricted stock forfeitures | 14 | 14 | ||||
Distributions to non-controlling interest | (15) | (15) | ||||
Other comprehensive (loss) income: | ||||||
Net income (loss) | 389 | (22) | 367 | |||
Unrealized loss on available-for-sale investments | (728) | (728) | ||||
Foreign currency translation adjustment | (114) | (114) | ||||
Pension plan | (45) | (45) | ||||
Total comprehensive income (loss) | (520) | |||||
Balance at Sep. 30, 2020 | $ 88 | $ 209,283 | $ (142,674) | $ (7,093) | $ 1,224 | $ 60,828 |
Balance (in shares) at Sep. 30, 2020 | 8,797,671 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows provided by operating activities: | ||
Net income | $ 367 | $ 3,561 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 102 | 121 |
Share-based compensation | 60 | 99 |
Provision for credit losses on advances | 52 | 216 |
Deferred taxes | 202 | 0 |
Non-cash accretion of interest income | (604) | (1,176) |
Payment-in-kind interest income | (256) | (244) |
Realized gain on investments, net | (532) | (1,076) |
Unrealized gain (loss) on investments, net | 1,045 | (470) |
Change in fair value of contingent consideration | 0 | 10 |
Non-cash effect of exchange rates on FMV | 17 | 0 |
(Increase) decrease in assets: | ||
Prepaid expenses and other current assets | (271) | (564) |
Other long-term assets | 43 | 10 |
Increase (decrease) in liabilities: | ||
Accounts payable and accrued expenses | 319 | 45 |
Pension and other long-term liabilities | (28) | 5 |
Net cash provided by operating activities | 516 | 537 |
Cash flows provided by investing activities: | ||
Origination and fundings of mortgage and commercial loans receivable | (1,420) | (2,750) |
Collections of mortgage and commercial loans receivable | 2,634 | 769 |
Fundings of cash advances receivable | (4,700) | (6,189) |
Collections of cash advances receivable | 6,533 | 7,756 |
Proceeds from sale or maturity of securities | 7,016 | 2,202 |
Purchases of securities | (1,357) | (1,385) |
Other investing cash flows | (236) | (266) |
Net cash provided by investing activities | 8,470 | 137 |
Cash flows used in financing activities: | ||
Member distributions | (15) | 0 |
Net cash used in financing activities | (15) | 0 |
Effect of exchange rates on cash and cash equivalents | (22) | 10 |
Increase in cash and cash equivalents | 8,949 | 684 |
Cash and cash equivalents - beginning of year | 9,336 | 8,083 |
Cash and cash equivalents - end of period | 18,285 | 8,767 |
Cash paid during the period for: | ||
Interest | 0 | 21 |
Income taxes, net of refunds | $ 51 | $ 85 |
Overview of the Business and Ba
Overview of the Business and Basis of Presentation | 3 Months Ended |
Sep. 30, 2020 | |
Overview of the Business and Basis of Presentation | |
Overview of the Business and Basis of Presentation | 1. Overview of the Business and Basis of Presentation References herein to “CCUR Holdings,” the “Company,” “we,” “us,” or “our” refer to CCUR Holdings, Inc. and its subsidiaries on a consolidated basis, unless the context specifically indicates otherwise. We are a holding company owning and seeking to own subsidiaries engaged in a variety of business operations. Following the disposition of our legacy operating businesses in calendar year 2017, we began identifying business alternatives to redeploy the proceeds of such divestitures. As of September 30, 2020, we had two existing operating segments: (i) merchant cash advances (“MCA”) and other financial services operations, conducted primarily through our subsidiary LM Capital Solutions, LLC (d/b/a “LuxeMark Capital”) (“LMCS”), and (ii) real estate operations, conducted through our subsidiary Recur Holdings LLC (“Recur”) and its subsidiaries. As of September 30, 2020, we hold a 51% interest in LMCS, with the remaining 49% held by AZOKKB, LLC (formerly named LuxeMark Capital, LLC and herein referenced as “Old LuxeMark”). Through LMCS, we manage a network of MCA funders ("Funders") and syndicate participants who provide those Funders with capital by purchasing participation interests in or co-funding MCA transactions. In addition, we provide loans to Funders, the proceeds of which are used by the Funders to fund MCAs. LMCS’ daily operations are led by the three principals of Old LuxeMark. CCUR provides operational, accounting, and legal support to LMCS. On July 17, 2020, LMCS entered into a series of transactions resulting in its recapitalization. The transactions included an amendment to LMCS’ operating agreement that reduced our ownership from 80% to 51% of LMCS and the grant by us to LMCS’ non-controlling member of a right to purchase our remaining equity interests in LMCS upon the occurrence of certain conditions, including, without limitation, the repayment of an intercompany note from us to LMCS. The transactions also included (i) the waiver of LMCS’ obligations to pay contingent consideration to the non-controlling member, (ii) the termination of certain warrants to purchase our capital stock held by certain affiliates of the non-controlling member, (iii) the assignment of certain contractual rights of LMCS to the non-controlling member, and (iv) the amendment of an intercompany note from us to LMCS. All conditions required for the non-controlling member to have the right to repurchase LMCS have been met as of the filing date of this report, with the exception of the repayment of the intercompany note. We are reviewing our strategic options with respect to continued participation in the MCA industry. Recur provides commercial loans to local, regional, and national builders, developers, and commercial landowners and also acquires, owns, and manages a portfolio of real property for development. Recur does not provide consumer mortgages. The global outbreak of the novel coronavirus ("COVID-19") was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively impacted the U.S. and global economy, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to "shelter-in-place," and created significant disruption of the financial markets. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, all of which are uncertain and cannot be predicted. The unaudited consolidated financial statements included herein have been prepared by the Company in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments of a normal recurring nature which were considered necessary for a fair presentation have been included. The year-end consolidated balance sheet data as of June 30, 2020 was derived from our audited consolidated financial statements. The results of operations for the three months ended September 30, 2020 are not necessarily indicative of the results to be expected for the entire year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC on September 15, 2020. We meet the SEC’s definition of a “Smaller Reporting Company,” and therefore qualify for the SEC’s reduced disclosure requirements for smaller reporting companies. The significant accounting policies used in preparing these consolidated financial statements are consistent with the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, except for those as described below. Commercial and Mortgage Loans and Loan Losses We have potential exposure to transaction losses as a result of uncollectibility of commercial mortgage and other loans. We base our reserve estimates on prior charge-off history and currently available information that is indicative of a transaction loss. We reflect additions to the reserve in current operating results, while we make charges to the reserve when we incur losses. We reflect recoveries in the reserve for transaction losses as collected. We have the intent and ability to hold these loans to maturity or payoff, and as such, have classified these loans as held-for-investment. These loans are reported on the balance sheet at the outstanding principal balance adjusted for any charge-offs, allowance for loan losses, and deferred fees or costs. As of September 30, 2020, we have not recorded any charge-offs, and believe that an allowance for loan losses is not required. Land Investment Land investment assets are stated at acquired cost. Pre-acquisition and development costs are capitalized. Gains and losses resulting from the disposition of real estate are included in operations. As of September 30, 2020, all land held by the Company is considered to be held for use and development. Basic and Diluted Earnings per Share Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during each fiscal period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during each fiscal period including dilutive common share equivalents. Under the treasury stock method, incremental shares representing the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued are included in the computation. Weighted-average common share equivalents of 11,680 and 9,757 for the three months ended September 30, 2020 and 2019, respectively, were excluded from the calculation, as their effect would have been anti-dilutive. The following table presents a reconciliation of the numerators and denominators of basic and diluted net income per share for the periods indicated: Three Months Ended September 30, 2020 2019 Basic weighted-average number of shares outstanding 8,797,671 8,756,156 Effect of dilutive securities: Restricted stock 59,020 53,416 Diluted weighted-average number of shares outstanding 8,856,691 8,809,572 Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the most advantageous market in which transactions would occur and we consider assumptions that market participants would use when pricing the asset or liability. Accounting Standards Update ("ASU") 2018-13, Fair Value Measurement (Accounting Standards Codification ("ASC") 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement, requires certain disclosures regarding fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which are determined by the lowest level input that is significant to the fair value measurement in its entirety. The levels are: · Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; · Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and · Level 3 Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which include the use of management estimates. Our investment portfolio consists of money market funds, equity securities, commercial mortgage loans, and corporate debt. All highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost less any unamortized premium or discount, which approximates fair value. All investments with original maturities of more than three months when purchased are classified as available-for-sale, trading, or held-to-maturity investments. Our marketable securities, other than equity securities, are classified as available We used Level 3 inputs to determine the fair value of our preferred stock investments. The Company has elected the measurement alternative and will record the investments at cost adjusted for observable price changes for an identical or similar investment of the same issuer. Observable price changes and impairment indicators will be assessed each reporting period. We provide fair value measurement disclosures of our available-for-sale securities in accordance with one of the three levels of fair value measurement. Our financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2020 and June 30, 2020 are as follows: As of Quoted September 30, Prices in Observable Unobservable 2020 Active Markets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) (Amounts in thousands) Cash $ 14,234 $ 14,234 $ — $ — Money market funds 4,051 4,051 — — Cash and cash equivalents $ 18,285 $ 18,285 $ — $ — Common stock and common stock options $ 4,871 $ 4,871 $ — $ — Preferred stock 2,883 — — 2,883 Equity investments $ 7,754 $ 4,871 $ — $ 2,883 Corporate debt $ 14,784 $ — $ 14,784 $ — Available-for-sale investments $ 14,784 $ — $ 14,784 $ — As of Quoted June 30, Prices in Observable Unobservable 2020 Active Markets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) (Amounts in thousands) Cash $ 4,473 $ 4,473 $ — $ — Money market funds 4,863 4,863 — — Cash and cash equivalents $ 9,336 $ 9,336 $ — $ — Common stock and common stock options $ 4,489 $ 4,489 $ — $ — Preferred stock 2,883 — — 2,883 Equity investments $ 7,372 $ 4,489 $ — $ 2,883 Corporate debt $ 21,429 $ — $ 21,429 $ — Available-for-sale investments $ 21,429 $ — $ 21,429 $ — The carrying amounts of certain financial instruments, including cash equivalents, MCAs, and other advances, approximate their fair values due to their short-term nature. Included in available-for-sale securities is a loan which we purchased from the syndicated loan market. Quotations are available for this security on the syndicated loan market. The fair value of our syndicated portion of this loan is $3,780,000 and $3,240,000 as of September 30, 2020 and June 30, 2020, respectively. The Company’s assets and obligations measured at fair value using Level 3 inputs were valued at $2,883,000 as of September 30, 2020 and June 30, 2020. The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on a recurring basis as of both September 30, 2020 and June 30, 2020 ($ amounts in thousands): Fair Value Valuation Methodology Unobservable Inputs Range of Inputs Equity securities, fair value Preferred stock $ 2,883 cost, or observable price changes not applicable not applicable |
Recent Accounting Guidance
Recent Accounting Guidance | 3 Months Ended |
Sep. 30, 2020 | |
Recent Accounting Guidance | |
Recent Accounting Guidance | 2. Recent Accounting Guidance Recently Issued and Adopted Accounting Guidance In February 2018, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220) (“ASU 2018-02”), which permits entities to reclassify the tax effects stranded in accumulated other comprehensive income as a result of recent United States federal tax reforms to retained earnings. The guidance also requires entities to disclose their accounting policies with regards to the treatment of stranded tax effects not related to the Tax Cuts and Jobs Act. It allows entities to elect either a "security-by-security" approach or a "portfolio approach" to recognize the stranded tax effects from a valuation allowance release. Under the security-by-security approach, an entity will recognize the stranded tax effects associated with individual securities as it disposes of each security. Under the portfolio approach, an entity will recognize the stranded tax effects associated with a portfolio of securities when it has disposed of all securities within that portfolio. Entities can elect to apply the guidance retrospectively or in the period of adoption. This guidance was effective for fiscal years beginning after December 15, 2018 and interim periods therein, with early adoption permitted. We adopted the new guidance effective July 1, 2019 with no material impact on our consolidated financial statements or disclosures. We elected the portfolio approach to recognize the stranded tax effects from our valuation allowance release. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU No. 2018-13”). ASU No. 2018-13 is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption was permitted. We adopted the new guidance effective July 1, 2020, with no impact on our consolidated financial statements or disclosures. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments ("ASU 2020-03"). ASU 2020-03 provides changes to clarify or improve existing guidance. This guidance is effective upon issuance. We adopted the new guidance effective March 31, 2020 with no impact on our consolidated financial statements or disclosures. Recent Accounting Guidance Not Yet Adopted In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates ("ASU 2019-10"). Among other things, ASU 2019-10 provides that ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") will be effective for public business entities that are SEC filers, excluding smaller reporting companies such as the Company, for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. For all other entities, including smaller reporting companies like the Company, ASU 2016-13 will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all entities, early adoption will continue to be permitted. We are currently evaluating the impact that ASU 2016-13 will have on our consolidated financial statements and disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact that ASU 2019-12 will have on our consolidated financial statements and disclosures. |
Investments
Investments | 3 Months Ended |
Sep. 30, 2020 | |
Investments | |
Investments | 3. Investments Fixed-Maturity and Equity Securities Investments The following tables provide information relating to investments in fixed-maturity and equity securities: Unrealized Unrealized September 30, 2020 Cost Gains Losses Fair Value (Amounts in thousands) Equity securities Common stock and common stock options $ 8,173 $ 294 $ (3,596) $ 4,871 Preferred stock 2,883 — — 2,883 Total equity securities $ 11,056 $ 294 $ (3,596) $ 7,754 Amortized Unrealized Unrealized Cost Gains Losses Fair Value Fixed-maturity securities Corporate debt $ 20,892 $ — $ (6,108) $ 14,784 Total fixed-maturity securities $ 20,892 $ — $ (6,108) $ 14,784 Unrealized Unrealized June 30, 2020 Cost Gains Losses Fair Value (Amounts in thousands) Equity securities Common stock and common stock options $ 6,746 $ 203 $ (2,460) $ 4,489 Preferred stock 2,883 — — 2,883 Total equity securities $ 9,629 $ 203 $ (2,460) $ 7,372 Amortized Unrealized Unrealized Cost Gains Losses Fair Value Fixed-maturity securities Corporate debt $ 26,594 $ 455 $ (5,620) $ 21,429 Total fixed-maturity securities $ 26,594 $ 455 $ (5,620) $ 21,429 During the three months ended September 30, 2020 and 2019, we reported unrealized losses on equity securities, net, of $1,045,000 and unrealized gains on equity securities, net, of $469,000 within our consolidated statements of operations, respectively. During the three months ended September 30, 2020 and 2019, we reported $532,000 and $1,076,000 realized gains on the sale of debt and equity securities within our consolidated statements of operations, respectively. Maturities of Fixed-Maturity Securities Available-for-Sale The amortized cost and fair values of fixed-maturity securities available for sale as of September 30, 2020 are shown by contractual maturity in the table below. Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Fixed-Maturity Securities Cost Fair Value (Amounts in thousands) Due after one year through three years $ 12,759 $ 8,041 Due after three years through five years — — Due after five years through ten years 8,133 6,743 Total fixed-maturity securities $ 20,892 $ 14,784 |
Mortgage and Commercial Loans R
Mortgage and Commercial Loans Receivable | 3 Months Ended |
Sep. 30, 2020 | |
Mortgage and Commercial Loans Receivable | |
Mortgage and Commercial Loans Receivable | 4. Mortgage and Commercial Loans Receivable We had $4,386,000 of loan assets as of September 30, 2020, of which $1,504,000 were mortgage loans secured by real property in certain markets throughout the United States, and the remaining balance was comprised of loans to Funders. Summaries of mortgage loan activity for the three months ended September 30, 2020 and 2019 are as follows: Principal Deferred Fees/ Accrued Carrying Mortgage Loans Receivable Balance Prepaid Interest Interest Value (Amounts in thousands) Balance at July 1, 2020 $ 1,738 $ (86) $ $ 1,695 Additions during the period: New mortgage loans 1,420 — — 1,420 Additions to deferred fees — (20) — (20) Amortization of deferred fees — 37 — 37 Interest due at maturity — — 10 10 Deductions during the period: Collections of principal (1,638) — — (1,638) Balance at September 30, 2020 $ 1,520 $ (69) $ $ 1,504 Balance at July 1, 2019 $ 4,195 $ (84) $ 3 $ 4,114 Additions during the period: Amortization of deferred fees — 33 — 33 Deductions during the period: Collections of principal (769) — — (769) Balance at September 30, 2019 $ 3,426 $ (51) $ 3 $ 3,378 Summaries of loan activity to Funders for the three months ended September 30, 2020 and 2019 are as follows (amounts in thousands): Other Loans Receivable Balance at July 1, 2020 $ 3,878 Deductions during the period: Collections of principal (996) Balance at September 30, 2020 $ 2,882 Balance at July 1, 2019 $ 2,750 Additions during the period: Borrowings 2,750 Balance at September 30, 2019 $ 5,500 Loans reported under “Other Loans Receivable” have two-year, interest-only terms, bearing interest at 17.0% per annum, and are to a single Funder. The borrower may pay down principal without incurring a prepayment penalty and paid down $996,000 of principal during the three months ended September 30, 2020. |
Advances Receivable, net
Advances Receivable, net | 3 Months Ended |
Sep. 30, 2020 | |
Advances Receivable, net | |
Advances Receivable, net | 5 . Advances Receivable, net Total advances receivable, net, as of September 30, 2020, consisted of the following: Provision Advance Deferred for Credit Carrying Principal Fees Losses Value (Amounts in thousands) Merchant cash advances $ 189 $ — $ (14) $ 175 Aviation advances 10,000 (309) — 9,691 Advances receivable, net $ 10,189 $ (309) $ (14) $ 9,866 Total advances receivable, net, as of June 30, 2020, consisted of the following: Provision Advance Deferred for Credit Carrying Principal Fees Losses Value (Amounts in thousands) Merchant cash advances $ 1,919 $ — $ (124) $ 1,795 Aviation advances 10,000 (359) — 9,641 Advances receivable, net $ 11,919 $ (395) $ (124) $ 11,436 As of September 30, 2020, 100% of MCAs in which we hold a participation interest were funded through a single Funder. As of June 30, 2020, 100% of MCAs in which we held a participation interest were funded through three Funders. Changes in the allowance for MCA credit losses are as follows (amounts in thousands): Allowance for credit losses, July 1, 2020 $ 124 Provision for credit losses 52 Receivables charged off (81) Recoveries of receivables previously charged off 2 Sale of portfolios (84) Effects of exchange rate differences 1 Allowance for credit losses, September 30, 2020 $ 14 Allowance for credit losses, July 1, 2019 $ 736 Provision for credit losses 216 Receivables charged off (520) Recoveries of receivables previously charged off 128 Allowance for credit losses, September 30, 2019 $ 560 During the three months ended September 30, 2020 and 2019, we provided $5,000,000 and $3,000,000 of gross advances, respectively, to fund aircraft purchasers’ deposits to purchase aircraft in exchange for paying us a fee and a guaranty of the full repayment obligation from the principal of a third-party business. These deposits are typically outstanding for less than six months. The prepaid fees are netted against the principal balance, earned over the advance period, and reported as part of MCA and other financial services income within the accompanying consolidated statements of operations. During the three months ended September 30, 2020 and 2019, we collected $5,000,000 and $2,750,000, respectively, of these advances. Each quarter, we review the carrying value of these cash advances and determine if an impairment reserve is necessary. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Sep. 30, 2020 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 6 . Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of September 30, 2020 and June 30, 2020 consisted of the following: September 30, June 30, 2020 2020 (Amounts in thousands) Accounts payable, trade $ 454 $ 294 Lease liability, short-term portion 235 225 Dividends payable, short-term portion 46 53 Unrecognized income from research and development tax credits 26 35 Accrued compensation 43 29 Other accrued expenses 94 167 Total accounts payable and accrued expenses $ 898 $ 803 |
Pensions
Pensions | 3 Months Ended |
Sep. 30, 2020 | |
Pensions | |
Pensions | 7. Pensions Defined-Benefit Plans The following table provides the components of net periodic benefit cost of our German defined-benefit pension plans recognized in earnings for the three months ended September 30, 2020 and 2019 (amounts in thousands): Three Months Ended September 30, 2020 2019 Interest cost $ $ 7 Expected return on plan assets (1) Recognized actuarial loss 22 Net periodic benefit cost $ $ 28 |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Income Taxes | 8 . Income Taxes The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in various states and foreign jurisdictions. With a few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for fiscal years before 2000. The domestic and foreign components of income from continuing operations before income taxes are as follows (amounts in thousands): Three Months Ended September 30, 2020 2019 United States $ 616 $ 3,774 Foreign (18) (40) Income from operations $ 598 $ 3,734 The components of the provision for income taxes are as follows (amounts in thousands): Three Months Ended September 30, 2020 2019 Domestic $ 231 $ 173 Foreign — — Total $ 231 $ 173 Net Operating Losses ("NOLs") As of June 30, 2020, we had U.S. federal NOL carryforwards of approximately $51,438,000 for income tax purposes, of which none expired in our fiscal year 2020, and the remainder expire at various dates through our fiscal year 2037; however, with the enactment of the Tax Cuts and Jobs Act on December 22, 2017, federal NOLs generated in taxable years beginning after December 31, 2017 now have no expiration date. We recently completed an evaluation of the potential effect of Section 382 of the Internal Revenue Code (the “IRC”) on our ability to utilize these NOLs. The study concluded that we have not had an ownership change for the period from July 22, 1993 to June 30, 2020; therefore, the NOLs will not be subject to limitation under Section 382. If we experience an ownership change as defined in Section 382 of the IRC, our ability to use these NOLs will be substantially limited, which could therefore significantly impair the value of that asset. As of June 30, 2020, we had state NOLs of $22,856,000 and foreign NOLs of $8,258,000. The state NOLs expire according to the rules of each state and expiration will occur at various dates through our fiscal year 2037. The foreign NOLs expire according to the rules of each country. As of June 30, 2020, the foreign NOLs can be carried forward indefinitely in each country, although some countries do restrict the amount of NOL that can be used in a given tax year. Deferred Tax Assets and Related Valuation Allowances In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining whether or not a valuation allowance for tax assets is needed, we evaluate all available evidence, both positive and negative, including: trends in operating income or losses; currently available information about future years; future reversals of existing taxable temporary differences; future taxable income exclusive of reversing temporary differences and carryforwards; taxable income in prior carryback years if carryback is permitted under the tax law; and tax planning strategies that would accelerate taxable amounts to utilize expiring carryforwards, change the character of taxable and deductible amounts from ordinary income or loss to capital gain or loss, or switch from tax-exempt to taxable investments. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of June 30, 2020, we have released the valuation allowance on our U. S. deferred tax assets, with the exception of certain federal and state NOLs and credits expected to expire before usage. We continue to maintain a full valuation allowance on our German deferred tax asset. Unrecognized Tax Benefits We have evaluated our unrecognized tax benefits and determined that there has not been a material change in the amount of such benefits for the three months ended September 30, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | 9 . Stock-Based Compensation We have a stock incentive plan providing for the grant of stock-based awards to employees and directors. The Compensation Committee of the Board of Directors (“Compensation Committee”) administers the Amended and Restated 2011 Stock Incentive Plan (the “Stock Plan”). Under the Stock Plan, the Compensation Committee may award stock options and shares of common stock on a restricted basis. The Stock Plan also specifically provides for stock appreciation rights (“SARs”) and authorizes the Compensation Committee to provide, either at the time of the grant of an award under the Stock Plan or otherwise, that such award may be cashed out upon terms and conditions to be determined by the Compensation Committee or the Board of Directors. Option awards are granted with an exercise price equal to the market price of our stock at the date of grant. We recognize stock compensation expense in accordance with ASU 2018-07, Compensation - Stock Compensation ( ASC 718): Improvements to Nonemployee Share-Based Payment Accounting , over the requisite service period of the individual grantees, which generally equals the vesting period. All of our stock compensation is accounted for as equity instruments. As of September 30, 2020, there were 721,531 shares available for future grant under the Stock Plan. During the three months ended September 30, 2020 and 2019, we recorded $60,000 and $99,000, respectively, of stock-based compensation expense to selling, general, and administrative expense. Our stock-based compensation expense results from the issuance of stock options and restricted stock to employees and board members during the current and prior years, for which expense is recognized over the respective vesting periods of the granted stock and options. Restricted Stock Awards A summary of our restricted stock activity for the three months ended September 30, 2020 is as follows: Weighted-Average Restricted Stock Awards Shares Grant Date Fair Value Non-vested at July 1, 2020 204,190 $ 4.41 Forfeited (29,338) 4.35 Non-vested at September 30, 2020 174,852 $ 4.42 During the three months ended September 30, 2020, there were no grants of restricted stock awards. Total remaining compensation cost of restricted stock awards issued but not yet vested as of September 30, 2020 was $340,000, which is expected to be recognized over the weighted-average recognition period of 2.07 years. Stock Options As of September 30, 2020, we had 15,000 stock options outstanding, of which 10,000 options had vested and were exercisable, at a weighted-average exercise price of $5.42, with a weighted-average remaining contractual term of 7.38 years. Options outstanding and exercisable had no intrinsic value at September 30, 2020 and 2019. Total remaining compensation cost of stock options granted, but not yet vested, at September 30, 2020 is $2,000, which is expected to be recognized over the weighted-average remaining period of 0.38 years. We generally issue new shares to satisfy option exercises. During the three months ended September 30, 2020 and 2019, there were no grants, forfeitures, or exercises of stock options. |
Stock Repurchase Plan
Stock Repurchase Plan | 3 Months Ended |
Sep. 30, 2020 | |
Stock Repurchase Plan | |
Stock Repurchase Plan | 10. Stock Repurchase Plan On March 5, 2018, the Company announced its Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company's common stock. In February 2019 we completed the purchase of the authorized 1,000,000 shares, and the Board of Directors authorized the repurchase of an additional 500,000 shares of the Company's common stock under a new repurchase program that replaces and supersedes the prior repurchase program. Repurchases may be made at the discretion of management through open market or privately negotiated transactions or any combination of the same. Open market purchases may be made pursuant to trading plans subject to the restrictions and protections of Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The repurchase program does not have an expiration date. No purchases were made under this program during the three months ended September 30, 2020. At September 30, 2020, there were 364,298 shares available for repurchase under the program. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Sep. 30, 2020 | |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Loss | 11. Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss by component, net of taxes, for the three months ended September 30, 2020: Pension and Currency Unrealized Postretirement Translation Loss on Benefit Plans Adjustments Investments Total (Amounts in thousands) Balance at June 30, 2020 $ (1,517) $ 523 $ (5,212) $ (6,206) Other comprehensive income (loss) 22 (181) (943) (1,102) Effect of deferred taxes on unrealized losses — — 215 215 Effect of exchange rates on the pension plans (67) 67 — — Net current period other comprehensive loss (45) (114) (728) (887) Balance at September 30, 2020 $ (1,562) $ 409 $ (5,940) $ (7,093) |
Segments
Segments | 3 Months Ended |
Sep. 30, 2020 | |
Segments | |
Segments | 12. Segments We operate in two segments: (i) “MCA and Other Financial Services Operations,” conducted primarily through LMCS, and (ii) “Real Estate Operations,” conducted primarily through Recur. Our President and Chief Operating Officer (“COO”) is our chief operating decision maker (the “CODM”). Our CODM uses revenue and operating income to evaluate the profitability of our operating segments; all other financial information is reviewed by the CODM on a consolidated basis. Segment operating contribution reflects segment revenue, less operating expenses that are directly attributable to the operating segment, not including corporate and unallocated expenses. All of our principal operations and assets are located in the United States. Segment operating results are as follows (amounts in thousands): Three Months Ended September 30, 2020 2019 Segment revenue: Advance income $ 539 $ 805 Syndication fees 129 550 Interest on loans to Funders 148 204 Other MCA revenue — 93 MCA and other financial services operations revenues 816 1,652 Real estate operations revenues 94 79 Consolidated revenues 910 1,731 Segment operating expenses: Selling, general, and administrative 192 354 Change in fair value of contingent consideration — 100 Amortization of purchased intangibles 97 120 Provision for credit losses on advances 52 215 MCA and other financial services operations 341 789 Real estate operations — — Add: Corporate expenses 893 891 Consolidated operating expenses 1,234 1,680 Segment operating income (loss): MCA and other financial services operations 475 863 Real estate operations 94 79 Add: Corporate (893) (891) Consolidated operating income (loss) $ (324) $ 51 Segment assets are as follows: September 30, June 30, 2020 2020 (Amounts in thousands) Segment assets: MCA and other financial services $ 25,521 $ 19,287 Real estate 9,815 9,275 Add: Corporate assets 37,526 48,065 Corporate intercompany loan to LMCS (3,041) (6,777) Total consolidated assets $ 69,821 $ 69,850 |
Leases
Leases | 3 Months Ended |
Sep. 30, 2020 | |
Leases | |
Leases | 13. Leases The Company leases office space in two locations: (i) Duluth, Georgia, and (ii) New York, New York. The Duluth, Georgia lease expires in 2025, and the New York, New York lease expires in 2023. For leases with a term of 12 months or less, we made an accounting policy election not to recognize lease assets and lease liabilities. The following information represents the amounts included in the financial statements related to leases (amounts in thousands): Three Months Ended September 30, 2020 2019 Operating lease cost $ 60 $ 54 Gross sublease income 4 52 Operating cash flows from operating leases (56) (2) Operating lease cost is reported as part of selling, general, and administrative expenses on the consolidated statements of operations. Sublease income is reported as a reduction of selling, general, and administrative expenses on the consolidated statements of operations. Operating cash flows from leases are reported as part of net income (loss) on the consolidated statements of cash flows. Right-of-use assets obtained in exchange for new operating lease liabilities are reported as part of other long-term assets on the consolidated balance sheets. The short-term portions of the operating lease liabilities are reported as part of accounts payable and accrued expenses on the consolidated balance sheets. The long-term portions of the operating lease liabilities are reported as part of other long-term liabilities on the consolidated balance sheets. The weighted-average remaining lease term for operating leases as of September 30, 2020 is 42 months. The weighted-average annual discount rate used for operating leases as of September 30, 2020 is 7.4%. At September 30, 2020, lease payments for operating leases for the next five years are as follows (amounts in thousands): Fiscal Year Ending June 30 Amount 2021 $ 192 2022 257 2023 123 2024 79 2025 81 The total lease liability on the consolidated balance sheets as of September 30, 2020 is $727,000. Total unrecognized expected interest expense related to leases is $73,000. |
Commitments and Contingencies a
Commitments and Contingencies and Related Party Transactions | 3 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies and Related Party Transactions | |
Commitments and Contingencies and Related Party Transactions | 14. Commitments and Contingencies and Related Party Transactions Commitments and Contingencies Severance Arrangements On October 1, 2020 (the "Separation Date"), the Company and Warren Sutherland, the Company's Chief Financial Officer, mutually agreed to terminate Mr. Sutherland's employment with the Company. In connection with the termination, on October 1, 2020, the Company and Mr. Sutherland entered into a severance and general release agreement (the "Separation Agreement"). Mr. Sutherland will provide transition services as a consultant to the Company from the Separation Date until December 31, 2020 (the "Transition Period"). Mr. Sutherland will receive severance payments totaling $290,625, paid in bi-weekly equal installments for a period of fifteen months, and the Company's contribution towards his health and welfare benefits. In addition, the Company will accelerate vesting of Mr. Sutherland's outstanding restricted stock awards such that a total of 36,673 shares of restricted stock will become vested upon completion of the Transition Period. The Separation Agreement contains customary confidentiality provisions and a mutual release of claims between the Company and Mr. Sutherland. Mr. Sutherland will be subject to customary non-solicitation and non-competition covenants for a period of fifteen months. Pursuant to the terms of the employment agreement with our President and COO, employment may be terminated either by the employee or by the Company at any time. In the event the agreement is terminated by us without cause, or in certain circumstances terminates constructively or expires, our President and COO will receive severance compensation for a period of six months. Additionally, if terminated, our President and COO will continue to receive the employer portion of health coverage during the severance period. At September 30, 2020, the maximum contingent liability under this agreement was $98,830. Inadvertent Investment Company We do not believe that we are engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in the business of investing, reinvesting, or trading in securities. However, with the assistance of the Asset Manager, as defined below, we hold excess liquid resources in marketable securities to preserve resources needed to acquire operating businesses or assets and fund our finance and real estate activities. The Board of Directors and management monitor the Company’s status relative to the inadvertent investment company test under the Investment Company Act of 1940 (the “ICA”) and believe that the Company is not, and as of September 30, 2020 was not, an inadvertent investment company based on the assets test under Section 3(a)(1)(C) of the ICA. If we were deemed to be an inadvertent investment company and determined to or were required to become a registered investment company, we would be subject to burdensome and costly compliance requirements and restrictions that would limit our activities, including limitations on our capital structure, additional corporate governance requirements, and other limitations on our ability to transact business as currently conducted. We do not believe that it would be practical or feasible for a company of our size, management, and financial resources to operate as a registered investment company. To avoid being deemed an inadvertent investment company or becoming a registered investment company, we may decide or be required to sell certain of our investments on disadvantageous terms, hold a greater proportion of our investments in marketable securities in U.S. government securities or cash equivalents that have a lower rate of return than other investment securities, or make other material modifications to our business operations and strategy, any or all of which could have a material adverse effect on our business, financial condition, results of operations, and future prospects. Related Party Transactions Management Agreement In February 2019, the Company entered into a management agreement with CIDM LLC (the “Prior Asset Manager”) under which CIDM LLC provides consulting services and advice to the Board of Directors and the Company’s management regarding asset allocation and acquisition strategy. During our fiscal year 2020, the management agreement was assigned to CIDM II, LLC (“CIDM II,” or the “Asset Manager”). CIDM II exclusively manages the Company’s portfolio of publicly traded investments and, subject to the terms of the management agreement and the guidelines set forth therein, maintains investment authority over such portfolio, in order to better position the Company to increase its return on assets. CIDM II is an affiliate of the Company’s largest stockholder, JDS1, LLC. Under the terms of the management agreement, the Company pays the Asset Manager both (i) an asset management fee on a quarterly basis, based upon the total assets of the Company, and (ii) an annual performance fee, based upon calendar year asset growth. Both the management fee and performance fee were settled through the issuance of cash-settled SARs with a base price of $0.01 per share. On June 4, 2020, the Company entered into an “Omnibus Amendment Regarding the Management Agreement and SARs Agreements” (the “Omnibus Amendment”) by and among the Company, the Asset Manager and the Prior Asset Manager amending certain terms of the original management agreement, dated as of February 14, 2019 (the "Management Agreement"), by and between the Company and the Prior Asset Manager, including the form of SARs agreement (the “Form of SARs Agreement”), and the SARs agreements entered into pursuant to the Management Agreement between the Company and the Prior Manager (the “Prior SARs Agreements”). Pursuant to the Management Agreement, the Asset Manager, among other things, (i) provides the Company with advisory services with respect to the management and allocation of the assets of the Company and its subsidiaries, and (ii) exercises discretionary management authority over the Company’s trading portfolio of publicly traded securities. The Omnibus Amendment amended the terms of the Management Agreement to provide that: (i) the Management Fee (as defined in the Management Agreement) due to the Asset Manager shall continue to be payable via a grant of SARs for services rendered through the quarter ending June 30, 2020. Thereafter, the Management Fee shall be payable in cash. The Performance Fee (as defined in the Management Agreement) shall continue to be payable in SARs; (ii) the cash value of a SAR grant for the purpose of determining the amount by which it reduces the fees payable under the Management Agreement shall equal $3.50 per SAR; and (iii) the value of the assets on which the Management Fee and Performance Fee are based shall be adjusted to exclude any deferred tax assets of the Company. The Omnibus Amendment also affects the assignment of the Prior SARs Agreements from the Prior Manager to the Asset Manager and amends the Prior SARs Agreements and the Form of SARs Agreement, pursuant to which SARs will be granted to the Asset Manager in the future, in each case, to provide that SARs granted thereunder are exercisable as of the date of grant, subject to any restrictions in the applicable agreement. Prior to this Omnibus Amendment, the Company granted 797,446 SARs, to be settled in cash, to the Prior Manager, as compensation for the Management Fee and the calendar year 2019 Performance Fee, with a base price of $0.01 per share, that were earnable upon completion of both service and performance conditions. The service condition was completed each quarter as the asset management services were provided, and annually upon calculation of the Performance Fee. The vesting performance condition required the Company to undergo a qualifying change of control before the SARs are exercisable by the Prior Asset Manager. As such, because a qualifying change of control had neither occurred nor become probable before the Omnibus Amendment, the Company did not record expense attributable to the granted SARs. The Omnibus Amendment modified the granted SARs’ and future SAR grants’ vesting criteria by removing the performance condition of a qualifying change of control so that SARs are exercisable upon grant. With this modification, the Company recorded $2,552,000 of compensation expense during the fourth quarter of our fiscal year 2020 attributable to SARs for which vesting was previously subject to a qualifying change of control. Additionally, the Company recorded $289,000 of expense during the three months ended June 30, 2020 for the 90,310 cash-settled SARs that it granted to the Asset Manager during the three months ended September 30, 2020 as compensation for the Management Fee during the three months ended June 30, 2020. During the three months ended September 30, 2020, the Company also recorded $316,000 of expense as compensation for the Management Fee during the three months ended September 30, 2020. $3,059,000 and $2,841,000 are accrued as management fee payable on our consolidated balance sheets as of September 30, 2020 and June 30, 2020, respectively. Other Fees Paid to the Asset Manager In addition to the SARs-settled Management and Performance Fees and the cash Management Fees, the Company provides the Asset Manager with $50,000 per quarter for the purpose of expense reimbursements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events Spartacus initial public offering (“IPO”) On October 19, 2020, the Company’s affiliate, Spartacus Acquisition Corporation (“Spartacus”) completed its IPO. In connection with the IPO, Spartacus Sponsor LLC, of which the Company is a Managing Member and holds 50% voting control, purchased 8,104,244 warrants at a price of $1.00 per warrant. Each warrant is exercisable into one share of Spartacus’ Class A common stock at a price of $11.50 per share. Spartacus is a newly organized blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which is referred to as an initial business combination. Amendment to Amended Management Agreement On October 15, 2020, the Company amended the Management Agreement to align the Performance Fee, as that term is defined in the Management Agreement, with the Company’s fiscal year, as opposed to the calendar year Termination of New York office lease agreement On October 30, 2020, the Company terminated its New York office lease agreement (See Note 13). In connection with the termination agreement, the Company agreed to forfeit its security deposit of $46,000. |
Overview of the Business and _2
Overview of the Business and Basis of Presentation (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
Overview of the Business and Basis of Presentation | |
Overview of the Business and Basis of Presentation | References herein to “CCUR Holdings,” the “Company,” “we,” “us,” or “our” refer to CCUR Holdings, Inc. and its subsidiaries on a consolidated basis, unless the context specifically indicates otherwise. We are a holding company owning and seeking to own subsidiaries engaged in a variety of business operations. Following the disposition of our legacy operating businesses in calendar year 2017, we began identifying business alternatives to redeploy the proceeds of such divestitures. As of September 30, 2020, we had two existing operating segments: (i) merchant cash advances (“MCA”) and other financial services operations, conducted primarily through our subsidiary LM Capital Solutions, LLC (d/b/a “LuxeMark Capital”) (“LMCS”), and (ii) real estate operations, conducted through our subsidiary Recur Holdings LLC (“Recur”) and its subsidiaries. As of September 30, 2020, we hold a 51% interest in LMCS, with the remaining 49% held by AZOKKB, LLC (formerly named LuxeMark Capital, LLC and herein referenced as “Old LuxeMark”). Through LMCS, we manage a network of MCA funders ("Funders") and syndicate participants who provide those Funders with capital by purchasing participation interests in or co-funding MCA transactions. In addition, we provide loans to Funders, the proceeds of which are used by the Funders to fund MCAs. LMCS’ daily operations are led by the three principals of Old LuxeMark. CCUR provides operational, accounting, and legal support to LMCS. On July 17, 2020, LMCS entered into a series of transactions resulting in its recapitalization. The transactions included an amendment to LMCS’ operating agreement that reduced our ownership from 80% to 51% of LMCS and the grant by us to LMCS’ non-controlling member of a right to purchase our remaining equity interests in LMCS upon the occurrence of certain conditions, including, without limitation, the repayment of an intercompany note from us to LMCS. The transactions also included (i) the waiver of LMCS’ obligations to pay contingent consideration to the non-controlling member, (ii) the termination of certain warrants to purchase our capital stock held by certain affiliates of the non-controlling member, (iii) the assignment of certain contractual rights of LMCS to the non-controlling member, and (iv) the amendment of an intercompany note from us to LMCS. All conditions required for the non-controlling member to have the right to repurchase LMCS have been met as of the filing date of this report, with the exception of the repayment of the intercompany note. We are reviewing our strategic options with respect to continued participation in the MCA industry. Recur provides commercial loans to local, regional, and national builders, developers, and commercial landowners and also acquires, owns, and manages a portfolio of real property for development. Recur does not provide consumer mortgages. The global outbreak of the novel coronavirus ("COVID-19") was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively impacted the U.S. and global economy, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to "shelter-in-place," and created significant disruption of the financial markets. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, all of which are uncertain and cannot be predicted. The unaudited consolidated financial statements included herein have been prepared by the Company in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments of a normal recurring nature which were considered necessary for a fair presentation have been included. The year-end consolidated balance sheet data as of June 30, 2020 was derived from our audited consolidated financial statements. The results of operations for the three months ended September 30, 2020 are not necessarily indicative of the results to be expected for the entire year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC on September 15, 2020. We meet the SEC’s definition of a “Smaller Reporting Company,” and therefore qualify for the SEC’s reduced disclosure requirements for smaller reporting companies. The significant accounting policies used in preparing these consolidated financial statements are consistent with the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, except for those as described below. |
Commercial and Mortgage Loans and Loan Losses | Commercial and Mortgage Loans and Loan Losses We have potential exposure to transaction losses as a result of uncollectibility of commercial mortgage and other loans. We base our reserve estimates on prior charge-off history and currently available information that is indicative of a transaction loss. We reflect additions to the reserve in current operating results, while we make charges to the reserve when we incur losses. We reflect recoveries in the reserve for transaction losses as collected. We have the intent and ability to hold these loans to maturity or payoff, and as such, have classified these loans as held-for-investment. These loans are reported on the balance sheet at the outstanding principal balance adjusted for any charge-offs, allowance for loan losses, and deferred fees or costs. As of September 30, 2020, we have not recorded any charge-offs, and believe that an allowance for loan losses is not required. |
Land Investment | Land Investment Land investment assets are stated at acquired cost. Pre-acquisition and development costs are capitalized. Gains and losses resulting from the disposition of real estate are included in operations. As of September 30, 2020, all land held by the Company is considered to be held for use and development. |
Basic and Diluted Earnings per Share | Basic and Diluted Earnings per Share Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during each fiscal period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during each fiscal period including dilutive common share equivalents. Under the treasury stock method, incremental shares representing the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued are included in the computation. Weighted-average common share equivalents of 11,680 and 9,757 for the three months ended September 30, 2020 and 2019, respectively, were excluded from the calculation, as their effect would have been anti-dilutive. The following table presents a reconciliation of the numerators and denominators of basic and diluted net income per share for the periods indicated: Three Months Ended September 30, 2020 2019 Basic weighted-average number of shares outstanding 8,797,671 8,756,156 Effect of dilutive securities: Restricted stock 59,020 53,416 Diluted weighted-average number of shares outstanding 8,856,691 8,809,572 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the most advantageous market in which transactions would occur and we consider assumptions that market participants would use when pricing the asset or liability. Accounting Standards Update ("ASU") 2018-13, Fair Value Measurement (Accounting Standards Codification ("ASC") 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement, requires certain disclosures regarding fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which are determined by the lowest level input that is significant to the fair value measurement in its entirety. The levels are: · Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; · Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and · Level 3 Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which include the use of management estimates. Our investment portfolio consists of money market funds, equity securities, commercial mortgage loans, and corporate debt. All highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost less any unamortized premium or discount, which approximates fair value. All investments with original maturities of more than three months when purchased are classified as available-for-sale, trading, or held-to-maturity investments. Our marketable securities, other than equity securities, are classified as available We used Level 3 inputs to determine the fair value of our preferred stock investments. The Company has elected the measurement alternative and will record the investments at cost adjusted for observable price changes for an identical or similar investment of the same issuer. Observable price changes and impairment indicators will be assessed each reporting period. We provide fair value measurement disclosures of our available-for-sale securities in accordance with one of the three levels of fair value measurement. Our financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2020 and June 30, 2020 are as follows: As of Quoted September 30, Prices in Observable Unobservable 2020 Active Markets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) (Amounts in thousands) Cash $ 14,234 $ 14,234 $ — $ — Money market funds 4,051 4,051 — — Cash and cash equivalents $ 18,285 $ 18,285 $ — $ — Common stock and common stock options $ 4,871 $ 4,871 $ — $ — Preferred stock 2,883 — — 2,883 Equity investments $ 7,754 $ 4,871 $ — $ 2,883 Corporate debt $ 14,784 $ — $ 14,784 $ — Available-for-sale investments $ 14,784 $ — $ 14,784 $ — As of Quoted June 30, Prices in Observable Unobservable 2020 Active Markets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) (Amounts in thousands) Cash $ 4,473 $ 4,473 $ — $ — Money market funds 4,863 4,863 — — Cash and cash equivalents $ 9,336 $ 9,336 $ — $ — Common stock and common stock options $ 4,489 $ 4,489 $ — $ — Preferred stock 2,883 — — 2,883 Equity investments $ 7,372 $ 4,489 $ — $ 2,883 Corporate debt $ 21,429 $ — $ 21,429 $ — Available-for-sale investments $ 21,429 $ — $ 21,429 $ — The carrying amounts of certain financial instruments, including cash equivalents, MCAs, and other advances, approximate their fair values due to their short-term nature. Included in available-for-sale securities is a loan which we purchased from the syndicated loan market. Quotations are available for this security on the syndicated loan market. The fair value of our syndicated portion of this loan is $3,780,000 and $3,240,000 as of September 30, 2020 and June 30, 2020, respectively. The Company’s assets and obligations measured at fair value using Level 3 inputs were valued at $2,883,000 as of September 30, 2020 and June 30, 2020. The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on a recurring basis as of both September 30, 2020 and June 30, 2020 ($ amounts in thousands): Fair Value Valuation Methodology Unobservable Inputs Range of Inputs Equity securities, fair value Preferred stock $ 2,883 cost, or observable price changes not applicable not applicable |
Overview of the Business and _3
Overview of the Business and Basis of Presentation (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Overview of the Business and Basis of Presentation | |
Schedule of reconciliation of the numerators and denominators of basic and diluted net income (loss) per share | Three Months Ended September 30, 2020 2019 Basic weighted-average number of shares outstanding 8,797,671 8,756,156 Effect of dilutive securities: Restricted stock 59,020 53,416 Diluted weighted-average number of shares outstanding 8,856,691 8,809,572 |
Schedule of financial assets and liabilities that were measured at fair value on a recurring basis | As of Quoted September 30, Prices in Observable Unobservable 2020 Active Markets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) (Amounts in thousands) Cash $ 14,234 $ 14,234 $ — $ — Money market funds 4,051 4,051 — — Cash and cash equivalents $ 18,285 $ 18,285 $ — $ — Common stock and common stock options $ 4,871 $ 4,871 $ — $ — Preferred stock 2,883 — — 2,883 Equity investments $ 7,754 $ 4,871 $ — $ 2,883 Corporate debt $ 14,784 $ — $ 14,784 $ — Available-for-sale investments $ 14,784 $ — $ 14,784 $ — As of Quoted June 30, Prices in Observable Unobservable 2020 Active Markets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) (Amounts in thousands) Cash $ 4,473 $ 4,473 $ — $ — Money market funds 4,863 4,863 — — Cash and cash equivalents $ 9,336 $ 9,336 $ — $ — Common stock and common stock options $ 4,489 $ 4,489 $ — $ — Preferred stock 2,883 — — 2,883 Equity investments $ 7,372 $ 4,489 $ — $ 2,883 Corporate debt $ 21,429 $ — $ 21,429 $ — Available-for-sale investments $ 21,429 $ — $ 21,429 $ — |
Schedule of valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on a recurring basis | The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on a recurring basis as of both September 30, 2020 and June 30, 2020 ($ amounts in thousands): Fair Value Valuation Methodology Unobservable Inputs Range of Inputs Equity securities, fair value Preferred stock $ 2,883 cost, or observable price changes not applicable not applicable |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Investments | |
Schedule of fixed maturity and equity securities | Unrealized Unrealized September 30, 2020 Cost Gains Losses Fair Value (Amounts in thousands) Equity securities Common stock and common stock options $ 8,173 $ 294 $ (3,596) $ 4,871 Preferred stock 2,883 — — 2,883 Total equity securities $ 11,056 $ 294 $ (3,596) $ 7,754 Amortized Unrealized Unrealized Cost Gains Losses Fair Value Fixed-maturity securities Corporate debt $ 20,892 $ — $ (6,108) $ 14,784 Total fixed-maturity securities $ 20,892 $ — $ (6,108) $ 14,784 Unrealized Unrealized June 30, 2020 Cost Gains Losses Fair Value (Amounts in thousands) Equity securities Common stock and common stock options $ 6,746 $ 203 $ (2,460) $ 4,489 Preferred stock 2,883 — — 2,883 Total equity securities $ 9,629 $ 203 $ (2,460) $ 7,372 Amortized Unrealized Unrealized Cost Gains Losses Fair Value Fixed-maturity securities Corporate debt $ 26,594 $ 455 $ (5,620) $ 21,429 Total fixed-maturity securities $ 26,594 $ 455 $ (5,620) $ 21,429 |
Schedule of maturity of fixed maturity securities available for sale | Amortized Fixed-Maturity Securities Cost Fair Value (Amounts in thousands) Due after one year through three years $ 12,759 $ 8,041 Due after three years through five years — — Due after five years through ten years 8,133 6,743 Total fixed-maturity securities $ 20,892 $ 14,784 |
Mortgage and Commercial Loans_2
Mortgage and Commercial Loans Receivable (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Summary of loan activity to Funders | Summaries of loan activity to Funders for the three months ended September 30, 2020 and 2019 are as follows (amounts in thousands): Other Loans Receivable Balance at July 1, 2020 $ 3,878 Deductions during the period: Collections of principal (996) Balance at September 30, 2020 $ 2,882 Balance at July 1, 2019 $ 2,750 Additions during the period: Borrowings 2,750 Balance at September 30, 2019 $ 5,500 |
Mortgage Receivable [Member] | |
Schedule of mortgage and commercial loans receivable | Principal Deferred Fees/ Accrued Carrying Mortgage Loans Receivable Balance Prepaid Interest Interest Value (Amounts in thousands) Balance at July 1, 2020 $ 1,738 $ (86) $ $ 1,695 Additions during the period: New mortgage loans 1,420 — — 1,420 Additions to deferred fees — (20) — (20) Amortization of deferred fees — 37 — 37 Interest due at maturity — — 10 10 Deductions during the period: Collections of principal (1,638) — — (1,638) Balance at September 30, 2020 $ 1,520 $ (69) $ $ 1,504 Balance at July 1, 2019 $ 4,195 $ (84) $ 3 $ 4,114 Additions during the period: Amortization of deferred fees — 33 — 33 Deductions during the period: Collections of principal (769) — — (769) Balance at September 30, 2019 $ 3,426 $ (51) $ 3 $ 3,378 |
Advances Receivable, net (Table
Advances Receivable, net (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Advances Receivable, net | |
Schedule of advances receivable | Total advances receivable, net, as of September 30, 2020, consisted of the following: Provision Advance Deferred for Credit Carrying Principal Fees Losses Value (Amounts in thousands) Merchant cash advances $ 189 $ — $ (14) $ 175 Aviation advances 10,000 (309) — 9,691 Advances receivable, net $ 10,189 $ (309) $ (14) $ 9,866 Total advances receivable, net, as of June 30, 2020, consisted of the following: Provision Advance Deferred for Credit Carrying Principal Fees Losses Value (Amounts in thousands) Merchant cash advances $ 1,919 $ — $ (124) $ 1,795 Aviation advances 10,000 (359) — 9,641 Advances receivable, net $ 11,919 $ (395) $ (124) $ 11,436 |
Allowance for Credit Losses on Financing Receivables | Changes in the allowance for MCA credit losses are as follows (amounts in thousands): Allowance for credit losses, July 1, 2020 $ 124 Provision for credit losses 52 Receivables charged off (81) Recoveries of receivables previously charged off 2 Sale of portfolios (84) Effects of exchange rate differences 1 Allowance for credit losses, September 30, 2020 $ 14 Allowance for credit losses, July 1, 2019 $ 736 Provision for credit losses 216 Receivables charged off (520) Recoveries of receivables previously charged off 128 Allowance for credit losses, September 30, 2019 $ 560 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | September 30, June 30, 2020 2020 (Amounts in thousands) Accounts payable, trade $ 454 $ 294 Lease liability, short-term portion 235 225 Dividends payable, short-term portion 46 53 Unrecognized income from research and development tax credits 26 35 Accrued compensation 43 29 Other accrued expenses 94 167 Total accounts payable and accrued expenses $ 898 $ 803 |
Pensions (Tables)
Pensions (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Pensions | |
Schedule of Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income | The following table provides the components of net periodic benefit cost of our German defined-benefit pension plans recognized in earnings for the three months ended September 30, 2020 and 2019 (amounts in thousands): Three Months Ended September 30, 2020 2019 Interest cost $ $ 7 Expected return on plan assets (1) Recognized actuarial loss 22 Net periodic benefit cost $ $ 28 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Schedule of components of income from continuing operations | The domestic and foreign components of income from continuing operations before income taxes are as follows (amounts in thousands): Three Months Ended September 30, 2020 2019 United States $ 616 $ 3,774 Foreign (18) (40) Income from operations $ 598 $ 3,734 |
Schedule of components of the provision for income taxes | The components of the provision for income taxes are as follows (amounts in thousands): Three Months Ended September 30, 2020 2019 Domestic $ 231 $ 173 Foreign — — Total $ 231 $ 173 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Summary of Activity of Restricted Shares | Weighted-Average Restricted Stock Awards Shares Grant Date Fair Value Non-vested at July 1, 2020 204,190 $ 4.41 Forfeited (29,338) 4.35 Non-vested at September 30, 2020 174,852 $ 4.42 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Accumulated Other Comprehensive Loss | |
Schedule of Accumulated Other Comprehensive Loss | Pension and Currency Unrealized Postretirement Translation Loss on Benefit Plans Adjustments Investments Total (Amounts in thousands) Balance at June 30, 2020 $ (1,517) $ 523 $ (5,212) $ (6,206) Other comprehensive income (loss) 22 (181) (943) (1,102) Effect of deferred taxes on unrealized losses — — 215 215 Effect of exchange rates on the pension plans (67) 67 — — Net current period other comprehensive loss (45) (114) (728) (887) Balance at September 30, 2020 $ (1,562) $ 409 $ (5,940) $ (7,093) |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Segments | |
Schedule of Segment operating results | Segment operating results are as follows (amounts in thousands): Three Months Ended September 30, 2020 2019 Segment revenue: Advance income $ 539 $ 805 Syndication fees 129 550 Interest on loans to Funders 148 204 Other MCA revenue — 93 MCA and other financial services operations revenues 816 1,652 Real estate operations revenues 94 79 Consolidated revenues 910 1,731 Segment operating expenses: Selling, general, and administrative 192 354 Change in fair value of contingent consideration — 100 Amortization of purchased intangibles 97 120 Provision for credit losses on advances 52 215 MCA and other financial services operations 341 789 Real estate operations — — Add: Corporate expenses 893 891 Consolidated operating expenses 1,234 1,680 Segment operating income (loss): MCA and other financial services operations 475 863 Real estate operations 94 79 Add: Corporate (893) (891) Consolidated operating income (loss) $ (324) $ 51 |
Schedule of Segment assets | September 30, June 30, 2020 2020 (Amounts in thousands) Segment assets: MCA and other financial services $ 25,521 $ 19,287 Real estate 9,815 9,275 Add: Corporate assets 37,526 48,065 Corporate intercompany loan to LMCS (3,041) (6,777) Total consolidated assets $ 69,821 $ 69,850 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Leases | |
Schedule of financial statements related to leases | The following information represents the amounts included in the financial statements related to leases (amounts in thousands): Three Months Ended September 30, 2020 2019 Operating lease cost $ 60 $ 54 Gross sublease income 4 52 Operating cash flows from operating leases (56) (2) |
Schedule of lease payments for operating leases | At September 30, 2020, lease payments for operating leases for the next five years are as follows (amounts in thousands): Fiscal Year Ending June 30 Amount 2021 $ 192 2022 257 2023 123 2024 79 2025 81 |
Overview of the Business and _4
Overview of the Business and Basis of Presentation - Numerators and denominators of basic and diluted (Details) - shares | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Overview of the Business and Basis of Presentation | ||
Basic weighted average number of shares outstanding | 8,797,671 | 8,756,156 |
Effect of dilutive securities: | ||
Restricted stock | 59,020 | 53,416 |
Diluted weighted average number of shares outstanding | 8,856,691 | 8,809,572 |
Overview of the Business and _5
Overview of the Business and Basis of Presentation - Financial assets and liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Common Stock [Member] | ||
Assets, Fair value | $ 4,871 | $ 4,489 |
Preferred Stock [Member] | ||
Assets, Fair value | 2,883 | 2,883 |
Available-for-sale Securities [Member] | ||
Assets, Fair value | 14,784 | 21,429 |
Cash and Cash Equivalents [Member] | ||
Assets, Fair value | 18,285 | 9,336 |
Equity Securities [Member] | ||
Assets, Fair value | 7,754 | 7,372 |
Corporate Debt Securities [Member] | ||
Assets, Fair value | 14,784 | 21,429 |
Cash [Member] | ||
Assets, Fair value | 14,234 | 4,473 |
Money Market Funds [Member] | ||
Assets, Fair value | 4,051 | 4,863 |
Fair Value, Inputs, Level 1 [Member] | Common Stock [Member] | ||
Assets, Fair value | 4,871 | 4,489 |
Fair Value, Inputs, Level 1 [Member] | Preferred Stock [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Available-for-sale Securities [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member] | ||
Assets, Fair value | 18,285 | 9,336 |
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||
Assets, Fair value | 4,871 | 4,489 |
Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Cash [Member] | ||
Assets, Fair value | 14,234 | 4,473 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets, Fair value | 4,051 | 4,863 |
Fair Value, Inputs, Level 2 [Member] | Common Stock [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Preferred Stock [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Available-for-sale Securities [Member] | ||
Assets, Fair value | 14,784 | 21,429 |
Fair Value, Inputs, Level 2 [Member] | Cash and Cash Equivalents [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Equity Securities [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Assets, Fair value | 14,784 | 21,429 |
Fair Value, Inputs, Level 2 [Member] | Cash [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Common Stock [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Preferred Stock [Member] | ||
Assets, Fair value | 2,883 | 2,883 |
Fair Value, Inputs, Level 3 [Member] | Available-for-sale Securities [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Cash and Cash Equivalents [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Equity Securities [Member] | ||
Assets, Fair value | 2,883 | 2,883 |
Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Cash [Member] | ||
Assets, Fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Assets, Fair value | $ 0 | $ 0 |
Overview of the Business and _6
Overview of the Business and Basis of Presentation - Valuation methodology and unobservable inputs (Details) - Preferred Stock [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Assets, Fair value | $ 2,883 | $ 2,883 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets, Fair value | $ 2,883 | $ 2,883 |
Overview of Business and Basis
Overview of Business and Basis of Presentation - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Jul. 17, 2020 | Jul. 16, 2020 | Jun. 30, 2020 | |
Weighted average common share | 11,680 | 9,757 | |||
Fair value of syndicated portion of loan | $ 3,780,000 | $ 3,240,000 | |||
Preferred Stock [Member] | |||||
Assets and obligations measured at fair value using Level 3 | $ 2,883,000 | $ 2,883,000 | |||
Lm Capital Solutions Llc [Member] | |||||
Percentage of interest acquired | 51.00% | ||||
Ownership percentage | 51.00% | 80.00% | |||
AZOKKB, LLC [Member] | |||||
Noncontrolling interest | 49.00% |
Investments -Fixed-maturity and
Investments -Fixed-maturity and equity securities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Equity Securities, Costs | $ 11,056 | $ 9,629 |
Fixed maturity securities Total fixed maturity securities Amortized Cost | 20,892 | 26,594 |
Equity Securities, Unrealized Gains | 294 | 203 |
Fixed Maturity Securities, Unrealized Gains | 455 | |
Equity Securities, Unrealized Losses | (3,596) | (2,460) |
Fixed Maturity Securities, Unrealized Losses | (6,108) | (5,620) |
Equity Securities, Fair Value | 7,754 | 7,372 |
Fixed Maturity Securities, Fair Value | 14,784 | 21,429 |
Common Stock [Member] | ||
Equity Securities, Costs | 8,173 | 6,746 |
Equity Securities, Unrealized Gains | 294 | 203 |
Equity Securities, Unrealized Losses | (3,596) | (2,460) |
Equity Securities, Fair Value | 4,871 | 4,489 |
Preferred Stock [Member] | ||
Equity Securities, Costs | 2,883 | 2,883 |
Equity Securities, Fair Value | 2,883 | 2,883 |
Corporate Debt Securities [Member] | ||
Fixed maturity securities Total fixed maturity securities Amortized Cost | 20,892 | 26,594 |
Fixed Maturity Securities, Unrealized Gains | 455 | |
Fixed Maturity Securities, Unrealized Losses | (6,108) | (5,620) |
Fixed Maturity Securities, Fair Value | $ 14,784 | $ 21,429 |
Investments - Fixed-maturity se
Investments - Fixed-maturity securities available-for-sale (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Investments | ||
Fixed maturity securities Due after one year through three years Amortized Cost | $ 12,759 | |
Fixed maturity securities Due after five years through 10 years Amortized Cost | 8,133 | |
Fixed maturity securities Total fixed maturity securities Amortized Cost | 20,892 | $ 26,594 |
Fixed maturity securities Due after one year through three years Fair Value | 8,041 | |
Fixed maturity securities Due after five years through 10 years Fair Value | 6,743 | |
Fixed maturity securities, Total fixed-maturity securities fair value | $ 14,784 | $ 21,429 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Investments | ||
Unrealized loss on equity securities, net | $ 1,045,000 | $ 469,000 |
Realized gain on the sale of debt and equity securities | $ 532,000 | $ 1,076,000 |
Mortgage and Commercial Loans_3
Mortgage and Commercial Loans Receivable - Components, RF (Details) - Mortgage Receivable [Member] - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Principal Balance at beginning of period | $ 1,738,000 | $ 4,195,000 |
Deferred Fees/ Prepaid Interest Balance at beginning of period | (86,000) | (84,000) |
Accrued Interest Balance at beginning of period | 43,000 | 3,000 |
Principal Balance and Carrying Value Balance at beginning of period | 1,695,000 | 4,114,000 |
Additions during the period: | ||
New mortgage loans | 1,420,000 | |
Deductions during the period: | ||
Collections of principal | (769,000) | |
Additions during the period: | ||
Additions to deferred fees, Deferred Fees | (20,000) | |
Amortization of deferred fees, Deferred Fees | 37,000 | 33,000 |
Additions during the period: | ||
Interest due at maturity, Provision for Loan Loss | 10,000 | |
Deductions during the period: | ||
Collections of principal | (1,638,000) | |
Additions during the period: | ||
Amortization of deferred fees, Carrying Value | 37,000 | 33,000 |
Deductions during the period: | ||
Collections of principal | (769,000) | |
Principal Balance at end of period | 1,520,000 | 3,426,000 |
Deferred Fees/ Prepaid Interest Balance at end of period | (69,000) | (51,000) |
Accrued Interest Balance at end of period | 53,000 | 3,000 |
Principal Balance and Carrying Value Balance at end of period | $ 1,504,000 | $ 3,378,000 |
Mortgage and Commercial Loans_4
Mortgage and Commercial Loans Receivable - Commercial Loan/credit facility (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Commercial Loan Assets [Member] | ||
Deductions during the period: | ||
Principal Balance and Carrying Value Balance at end of period | $ 4,386,000 | |
Commercial Loan [Member] | ||
Principal Balance and Carrying Value Balance at beginning of period | 3,878,000 | $ 2,750,000 |
Additions during the period: | ||
Borrowings | 2,750,000 | |
Deductions during the period: | ||
Collections of principal | 996,000 | |
Principal Balance and Carrying Value Balance at end of period | $ 2,882,000 | $ 5,500,000 |
Funders [Member] | ||
Stated percentage | 17.00% |
Advances Receivable, net - Tota
Advances Receivable, net - Total advances receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Advance Principal | $ 10,189 | $ 11,919 |
Deferred Fees | (309) | (395) |
Provision for Credit Losses | (14) | (124) |
Carrying Value | 9,866 | 11,436 |
Merchant Cash Advances [Member] | ||
Advance Principal | 189 | 1,919 |
Provision for Credit Losses | (14) | (124) |
Carrying Value | 175 | 1,795 |
Aviation Advance [Member] | ||
Advance Principal | 10,000 | 10,000 |
Deferred Fees | (309) | (359) |
Carrying Value | $ 9,691 | $ 9,641 |
Advances Receivable, net - Chan
Advances Receivable, net - Changes in the allowance for MCA credit losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Advances Receivable, net | ||
Allowance for credit losses, Beginning balance | $ 124 | $ 736 |
Provision for credit losses | 52 | 216 |
Receivables charged off | (81) | (520) |
Recoveries of receivables previously charged off | 2 | 128 |
Sale of portfolios | (84) | |
Effects of exchange rate differences | 1 | |
Allowance for credit losses, Ending balance | $ 14 | $ 560 |
Advances Receivable, net - Addi
Advances Receivable, net - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Measure of concentration | 100.00% | 100.00% | |
Collection in advance | $ 5,000,000 | $ 2,750,000 | |
Aviation Advance [Member] | |||
Cash advances | $ 5,000,000 | $ 3,000,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Accounts Payable and Accrued Expenses | ||
Accounts payable, trade | $ 454 | $ 294 |
Lease liability, short-term portion | 235 | 225 |
Dividends payable, short-term portion | 46 | 53 |
Unrecognized income from research and development tax credits | 26 | 35 |
Accrued compensation | 43 | 29 |
Other accrued expenses | 94 | 167 |
Total accounts payable and accrued expenses | $ 898 | $ 803 |
Pensions (Details)
Pensions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Net Periodic Benefit Cost | ||
Interest cost | $ 9 | $ 7 |
Expected return on plan assets | 1 | (1) |
Recognized actuarial loss | 22 | 22 |
Net periodic benefit cost | $ 32 | $ 28 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Taxes | ||
United States | $ 616 | $ 3,774 |
Foreign | (18) | (40) |
Income from operations | $ 598 | $ 3,734 |
Income Taxes - components of th
Income Taxes - components of the provision for income taxes (Details - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Current: | ||
Domestic | $ 231 | $ 173 |
Foreign | 0 | 0 |
Total | $ 231 | $ 173 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | Jun. 30, 2020USD ($) |
Operating Loss Carryforwards [Line Items] | |
U.S. Federal NOL carryforwards | $ 51,438,000 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 22,856,000 |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 8,258,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Future grant | 721,531 | |
Weighted average period | 4 months 17 days | |
Restricted Stock [Member] | ||
Stock-based compensation expense | $ 60,000 | $ 99,000 |
Compensation cost of restricted stock | $ 340,000 | |
Weighted average period | 2 years 26 days | |
Awards granted (in shares) | 0 | |
Stock Option [Member] | ||
Weighted average period | 7 years 4 months 17 days | |
Number of share outstanding | 15,000 | |
Option Exercisable | 10,000 | |
Weighted-average exercise price | $ 5.42 | |
Total intrinsic exercisable value | 0 | 0 |
Total intrinsic outstanding value | 0 | 0 |
Stock options granted, but not yet vested | 2,000 | |
Exercise of stock option | $ 0 | $ 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of the activity of restricted stock awards (Details) | 3 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Stock-Based Compensation | |
Non-vested at July 1, 2020 (in shares) | shares | 204,190 |
Forfeited, Shares (in shares) | shares | (29,338) |
Non-vested at September 30, 2020 (in shares) | shares | 174,852 |
Non-vested, Weighted Average Grant Date Fair Value at July 1, 2020 (in dollars per share) | $ / shares | $ 4.41 |
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 4.35 |
Non-vested at, Weighted Average Grant Date Fair Value at September 30, 2020 (in dollars per share) | $ / shares | $ 4.42 |
Stock Repurchase Plan (Details)
Stock Repurchase Plan (Details) - shares | Sep. 30, 2020 | Feb. 28, 2019 | May 05, 2018 |
Stock Repurchase Plan | |||
Number of common shares authorized for repurchase | 1,000,000 | ||
Additional number of common shares authorized under new repurchase program | 500,000 | ||
Number of shares available for repurchase | 364,298 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at June 30, 2020 | $ (6,206) |
Other comprehensive income (loss) | (1,102) |
Effect of deferred taxes on unrealized losses | 215 |
Effect of exchange rates on the pension plans | 0 |
Net current period other comprehensive loss | (887) |
Balance at September 30, 2020 | (7,093) |
Pension and Postretirement Benefit Plans [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at June 30, 2020 | (1,517) |
Other comprehensive income (loss) | 22 |
Effect of deferred taxes on unrealized losses | 0 |
Effect of exchange rates on the pension plans | (67) |
Net current period other comprehensive loss | (45) |
Balance at September 30, 2020 | (1,562) |
Currency Translation Adjustments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at June 30, 2020 | 523 |
Other comprehensive income (loss) | (181) |
Effect of deferred taxes on unrealized losses | 0 |
Effect of exchange rates on the pension plans | 67 |
Net current period other comprehensive loss | (114) |
Balance at September 30, 2020 | 409 |
Unrealized Loss on Investments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at June 30, 2020 | (5,212) |
Other comprehensive income (loss) | (943) |
Effect of deferred taxes on unrealized losses | 215 |
Effect of exchange rates on the pension plans | 0 |
Net current period other comprehensive loss | (728) |
Balance at September 30, 2020 | $ (5,940) |
Segments - Operating Results (D
Segments - Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Segment revenue: | ||
Consolidated revenues | $ 910 | $ 1,731 |
Segment operating expenses: | ||
Consolidated operating expenses | 1,234 | 1,680 |
Segment operating income (loss): | ||
Consolidated operating income (loss) | (324) | 51 |
Syndication fees [Member} | ||
Segment revenue: | ||
Consolidated revenues | 129 | 550 |
Funder Loan Income [Member] | ||
Segment revenue: | ||
Consolidated revenues | 148 | 204 |
Other MCA revenue [Member] | ||
Segment revenue: | ||
Consolidated revenues | 0 | 93 |
MCA And Other Financial Service Operations [Member] | ||
Segment revenue: | ||
Consolidated revenues | 816 | 1,652 |
Segment operating income (loss): | ||
Consolidated operating income (loss) | 475 | 863 |
MCA And Other Financial Service Operations [Member] | Advance income [Member] | ||
Segment revenue: | ||
Consolidated revenues | 539 | 805 |
MCA And Other Financial Service Operations [Member] | MCA And Other Financial Services Operations Expenses [Member] | ||
Segment operating expenses: | ||
Consolidated operating expenses | 341 | 789 |
Real estate operations | ||
Segment revenue: | ||
Consolidated revenues | 94 | 79 |
Segment operating expenses: | ||
Consolidated operating expenses | 0 | 0 |
Segment operating income (loss): | ||
Consolidated operating income (loss) | 94 | 79 |
Corporate [Member] | ||
Segment operating expenses: | ||
Consolidated operating expenses | 893 | 891 |
Segment operating income (loss): | ||
Consolidated operating income (loss) | (893) | (891) |
Selling, general and administrative expenses [Member] | ||
Segment operating expenses: | ||
Consolidated operating expenses | 192 | 354 |
Change in fair value of contingent consideration [Member] | ||
Segment operating expenses: | ||
Consolidated operating expenses | 0 | 100 |
Amortization of purchased intangibles [Member] | ||
Segment operating expenses: | ||
Consolidated operating expenses | 97 | 120 |
Provision for Credit Losses on Advances [Member] | ||
Segment operating expenses: | ||
Consolidated operating expenses | $ 52 | $ 215 |
Segments - Assets (Details)
Segments - Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Segment Reporting Information [Line Items] | ||
Total consolidated assets | $ 69,821 | $ 69,850 |
MCA And Other Financial Service Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated assets | 25,521 | 19,287 |
Real estate operations | ||
Segment Reporting Information [Line Items] | ||
Total consolidated assets | 9,815 | 9,275 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated assets | 37,526 | 48,065 |
Corporate Intercompany loan to MCA [Member] | ||
Segment Reporting Information [Line Items] | ||
Total consolidated assets | $ (3,041) | $ (6,777) |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases | ||
Weighted-average remaining lease term for operating leases | 42 months | |
Weighted-average discount rate used for operating leases | 7.40% | |
Amounts included in the financial statements related to leases | ||
Operating lease cost | $ 60 | $ 54 |
Gross sublease income | 4 | 52 |
Operating cash flows from operating leases | $ (56) | $ (2) |
Leases - Operating leases (Deta
Leases - Operating leases (Details) | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Lease payments for operating leases | |
2021 | $ 192,000 |
2022 | 257,000 |
2023 | 123,000 |
2024 | 79,000 |
2025 | 81,000 |
Total lease liability | 727,000 |
Total unrecognized expected interest expense | $ 73,000 |
Commitments and Contingencies_2
Commitments and Contingencies and Related Party Transactions (Details) - USD ($) | Oct. 01, 2020 | Sep. 30, 2020 |
Loss Contingencies [Line Items] | ||
Terminated Employees Severance Compensation Period | 6 months | |
Contingent Liability for Employee Severance Payments | $ 98,830 | |
Warren Sutherland | Subsequent event | ||
Loss Contingencies [Line Items] | ||
Payments For Severance | $ 290,625 | |
Terminated Employees Severance Compensation Period | 15 months | |
Non-solicitation and non-competition covenants period | 15 months | |
Warren Sutherland | Subsequent event | Restricted Stock [Member] | ||
Loss Contingencies [Line Items] | ||
Accelerated vesting of restricted Stock (In shares) | 36,673 |
Commitments and Contingencies_3
Commitments and Contingencies and Related Party Transactions - Related Party Transactions (Details) - USD ($) | Jun. 04, 2020 | Feb. 28, 2019 | Sep. 30, 2020 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | ||||
Management Fee Payable | $ 3,059,000 | $ 2,841,000 | ||
Cash-settled SARs | CIDM II or Asset Manager | ||||
Related Party Transaction [Line Items] | ||||
Expense reimbursements per quarter | $ 50,000 | |||
Management Agreement | SARs | ||||
Related Party Transaction [Line Items] | ||||
Cash value of a SAR grant, per share | $ 3.50 | |||
Management Agreement | Cash-settled SARs | ||||
Related Party Transaction [Line Items] | ||||
SARs base price | $ 0.01 | |||
Management Agreement | To be settled in cash | Prior Asset Manager | ||||
Related Party Transaction [Line Items] | ||||
SARs base price | $ 0.01 | |||
SARs granted | 797,446 | |||
Omnibus Amendment | SARs | ||||
Related Party Transaction [Line Items] | ||||
Compensation expense | 2,552,000 | |||
Omnibus Amendment | Cash-settled SARs | ||||
Related Party Transaction [Line Items] | ||||
SARs granted | 90,310 | |||
Compensation expense | $ 316,000 | $ 289,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - USD ($) | Oct. 30, 2020 | Oct. 19, 2020 |
Subsequent Event [Line Items] | ||
Forfeiture of security deposit | $ 46,000 | |
Spartacus initial public offering ("IPO") | ||
Subsequent Event [Line Items] | ||
Number of warrants purchased (in shares) | 8,104,244 | |
Price of warrants (in dollars per share) | $ 1 | |
Common Class A [Member] | Spartacus initial public offering ("IPO") | ||
Subsequent Event [Line Items] | ||
Number of shares issuable per warrant (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 |